ROYAL GOLD INC
For the period ended Dec 31, 2025. Filed Feb 19, 2026.
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FY2025 · Filed Feb 19, 2026
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ITEM 9B. Other Information
During the three months ended December 31, 2025, no director or officer of the Company adopted orterminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K, except that, on December 3, 2025, Paul Libner, the Company's Senior Vice President and Chief Financial Officer, adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, providing for the potential sale of up to 3,200 shares of the Company's common stock through April 1, 2027.
On February 17, 2026, the Company's Board of Directors amended the Company's Amended and Restated Bylaws to conform Article II, Section 7 of the Bylaws, regarding the making and availability of voting lists in connection with meetings of stockholders, to Section 219 of the Delaware General Corporation Law. A copy of the Bylaws, as amended, is filed as Exhibit 3.2 to this report.
On February 17, 2026, the Company's Compensation, Nominating and Governance Committee approved amendments to the employment agreements of each of the Company's executive officers, providing for a change in control termination period beginning 90 days before a change in control (as defined), in addition to the 2 years following a change in control, during which additional severance benefits are payable to the executive officers following a qualifying termination. The amendments reverted the change in control termination period to the period that was applicable before the adoption of amended forms of employment agreement in 2025. Copies of the amended employment agreements are filed as Exhibits 10.2, 10.3 and 10.5 to this report.
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